14 October 2025
HILL & SMITH PLC
("Hill & Smith" or the "Company")
Grant of Nil-Cost Options
On 13 October 2025 (the "Grant Date") the Company granted awards in the form nil-cost options over a total of 67,211 ordinary shares in the Company to Chris McLeish, the Company's Chief Financial Officer, comprising:
(a) five standalone awards over the number of shares specified in the table below, which reflect three deferred bonus and two long-term incentive awards forfeited by Chris McLeish as a result of him ceasing to be an employee of his previous employer, Ibstock plc, in order to join Hill & Smith, as agreed as part of his recruitment package (the "Buyout Awards")
|
| Number of Hill & Smith shares | Exercisable from |
| 2023 Deferred Bonus Buy-Out Award | 5,088 | 16 March 2026 |
| 2023 LTIP Buy-Out Award | 19,789 | 03 April 2028 |
| 2024 Deferred Bonus Buy-Out Award | 1,782 | 22 March 2027 |
| 2024 LTIP Buy-Out Award | 24,082 | 03 April 2029 |
| 2025 Deferred Bonus Buy-Out Award | 3,552 | 20 March 2028 |
(b) an award under the Hill & Smith 2023 Long Term Incentive Plan (the "LTIP") over 12,918 Shares (the "2025 LTIP Award").
Buyout Awards
The buy-out arrangements were structured in accordance with the principles set out in the Company's approved Remuneration Policy, in particular that they should be made on a comparable basis to the remuneration arrangements forfeited. The structure of the awards mirrors as far as is reasonably practicable what was forfeited on leaving Ibstock, and the conversion into Hill & Smith shares on joining provides alignment with Hill & Smith shareholders. The LTIP Buyout Awards are, therefore, subject to the same performance conditions and post-vesting holding period as the forfeited Ibstock LTIP awards. Further details will be contained within the 2025 Directors' Remuneration Report.
The Buyout Awards will become exercisable on the same dates as the awards they replace (in the case of the LTIP Buyout Awards, provided the Company's Remuneration Committee can assess the extent to which the performance conditions are met).
The number of ordinary shares over which the Buyout Awards were granted was based on the average mid-market closing share price of Hill & Smith and Ibstock plc for the thirty business days prior to the Grant Date, as derived from the London Stock Exchange daily official list.
The exercise of the Buyout Awards will not be satisfied with an issue of shares or a transfer of treasury shares.
2025 LTIP Award
The 2025 LTIP Award reflects the 2025 award granted under the LTIP to the Company's CEO (and certain other employees) on 1 April 2025. However, recognising that a proportion of the performance period has elapsed, the award has been granted with a value representing 60% of Chris McLeish's base salary as at the Grant Date (rather than the maximum annual LTIP award value of 150% permitted for the CFO by the Company's Directors' Remuneration Policy).
The number of shares over which the 2025 LTIP Award was granted was calculated based on a share price of £20.90 being the closing mid-market share price on the day immediately preceding the Grant Date.
As per the CEO's 2025 award, the 2025 LTIP Award will vest based on the achievement of performance conditions based on relative Total Shareholder Return (40%), Underlying EPS Growth (50%) and the Company's reduction in greenhouse gas emissions (10%) over a 3-year performance period. The detailed performance conditions will be provided in the 2025 Directors' Remuneration Report. The 2025 LTIP Award will (subject to the achievement of the performance conditions) vest following the end of the performance period, and may not ordinarily be exercised until the end of a further two-year holding period.
General
As a result of these transactions Chris McLeish holds options over 67,211 ordinary shares in the Company.
The Notification of Dealing Forms set out below are provided in accordance with the requirements of the UK Market Abuse Regulation.
Enquiries:
Karen Atterbury
Company Secretary
0121 704 7430
Buyout Awards
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||
| (a) | Name | Chris McLeish | ||||||||||||
| 2. | Reason for the notification | |||||||||||||
| (a) | Position/status | Chief Financial Officer | ||||||||||||
| (b) | Initial notification/ Amendment | Initial notification | ||||||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| (a) | Name | Hill & Smith PLC | ||||||||||||
| (b) | LEI | 2138003A3ISGQZBOWI83 | ||||||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| (a) | Description of the Financial Instrument | Nil-cost options over ordinary shares of £0.25 each | ||||||||||||
| | Identification code of the Financial Instrument | GB0004270301 | ||||||||||||
| (b) | Nature of the transaction | Grant of nil-cost options to acquire ordinary shares in the Company in compensation for awards forfeited on leaving former employer | ||||||||||||
| (c) | Price(s) and volume(s) |
| ||||||||||||
| (d) | Aggregated information: - Aggregated volume
- Price |
54,293 Nil | ||||||||||||
| (e) | Date of the transaction | 13 October 2025 | ||||||||||||
| (f) | Place of the transaction | Outside a trading venue | ||||||||||||
2025 LTIP Award
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| (a) | Name | Chris McLeish | ||||
| 2. | Reason for the notification | |||||
| (a) | Position/status | Chief Financial Officer | ||||
| (b) | Initial notification/ Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| (a) | Name | Hill & Smith PLC | ||||
| (b) | LEI | 2138003A3ISGQZBOWI83 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| (a) | Description of the Financial Instrument | Nil-cost option over ordinary shares of £0.25 each | ||||
| | Identification code of the Financial Instrument | GB0004270301 | ||||
| (b) | Nature of the transaction | Grant of 2025 LTIP award (in the form of a nil-cost option to acquire ordinary shares in the Company) | ||||
| (c) | Price(s) and volume(s) |
| ||||
| (d) | Aggregated information: - Aggregated volume
- Price |
12,918 Nil | ||||
| (e) | Date of the transaction | 13 October 2025 | ||||
| (f) | Place of the transaction | Outside a trading venue | ||||
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